AGREEMENT AND PLAN OF MERGER DATED AS

AGREEMENT AND PLAN OF MERGER

DATED AS OF

___________________, 2007

BY AND AMONG

SUN RIVER ENERGY, INC.,

SRE Acquisition Corp.,

AND

FEDERATED OK INVESTORS, INC.

<PAGE>

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of ___________________, 2007

(this "Agreement"), by and among Sun River Energy, Inc., a Colorado corporation

("SNRV"), SRE Acquisition Corp., a Oklahoma corporation and wholly-owned

subsidiary of SNRV ("Merger Sub"), and Federated OK Investors, Inc., an Oklahoma

corporation ("FOKI").

WHEREAS, the boards of directors of SNRV, Merger Sub and FOKI,

respectively, have each approved, as being in the best interests of the

respective corporations and their stockholders, the merger (the "Merger") of

FOKI with and into Merger Sub, in accordance with the applicable provisions of

the Colorado Business Corporation Act (the "CBCA") and the Oklahoma Business

Corporations Code (the "OKBC");

WHEREAS, pursuant to the Merger, each outstanding share of common

stock, no par value, of FOKI ("FOKI Common Stock") shall, in accordance with the

provisions of this Agreement, be converted into the number of shares of SNRV's

common stock, no par value ("SNRV Common Stock"), equal to the Conversion

Amount;

WHEREAS, in connection with, the consummation of, the Merger; SNRV will

pay to the shareholders of FOKI, for prorata distribution, the sum of $1,000,000

and SNRV will pay $250,000 for consulting fees, accounting and legal related to

transaction to the designees set forth in schedules hereafter.

WHEREAS, as a result of the Merger the stockholders of FOKI immediately

after to the Effective Time (as defined in Section 1.01) will own shares, of

SNRV Common Stock outstanding immediately after the Effective Time computed

based upon the formula contained hereinafter on p.22;

WHEREAS, for federal income tax purposes, it is intended that the

Merger shall qualify as a tax-free reorganization under the provisions of

Section 368 of the Internal Revenue Code of 1986, as amended (the "Code");

WHEREAS, SNRV, Merger Sub and FOKI desire to make certain

representations, warranties, covenants and agreements in connection with the

Merger and also to prescribe various conditions to the Merger; and

WHEREAS, this Agreement is intended to set forth the terms upon which

FOKI will merge with and into Merger Sub;

NOW, THEREFORE, in consideration of the foregoing and the respective

representations, warranties, covenants and agreements set forth herein, and for

other good and valuable consideration the receipt and adequacy of which are

hereby acknowledged, and intending to be legally bound hereby, the parties do

hereby agree as follows:

<PAGE>

ARTICLE I

THE MERGER

SECTION 1.01. Filing of Certificate of Merger; Effective Time

Subject to the provisions of this Agreement, a certificate of merger in

the forms approved by the parties hereto (the "Certificate of Merger") shall be

duly prepared, executed and acknowledged in accordance with the CBCA and the

OKBC and thereafter delivered to the Secretary of State of the State of Colorado

for filing as provided in the CBCA and to the Secretary of State of the State of

Oklahoma for filing as provided in the OKBC simultaneously with the Closing (as

defined in Section 2.01). The Merger shall become effective upon the filing of

the Certificate of Merger with the Secretary of State and the State of Oklahoma

for filing as provided in the OKBC, respectively (the "Effective Time").

SECTION 1.02. Effects of the Merger.

(a) At the Effective Time and by virtue of the Merger, (i) the separate

corporate existence of FOKI shall cease and FOKI shall be merged with and into

Merger Sub, and Merger Sub shall be the surviving corporation (the "Surviving

Corporation"); (ii) all of the issued and outstanding FOKI Common Stock shall be

converted as provided in Section 1.03; (iii) the certificate of incorporation of

Merger Sub as in effect immediately prior to the Effective Time shall be the

certificate of incorporation of the Surviving Corporation; and (iv) the by-laws

of Merger Sub as in effect immediately prior to the Effective Time shall be the

by-laws of the Surviving Corporation.

(b) Without limiting the generality of the foregoing, and subject thereto and to

any other applicable laws, at the Effective Time, all the properties, rights,

privileges, powers and franchises of FOKI and Merger Sub shall vest in the

Surviving Corporation, and, subject to the terms of this Agreement, all debts,

liabilities, restrictions, disabilities and duties of FOKI and Merger Sub shall

become the debts, liabilities, restrictions, disabilities and duties of the

Surviving Corporation.

SECTION 1.03. Conversion of Securities.

As of the Effective Time, by virtue of the Merger and without any

action on the part of any holder thereof:

<PAGE>

(a) Shares of FOKI Common Stock that are issued and outstanding immediately

prior to the Effective Time, other than shares of FOKI Common Stock that are

owned by shareholders who have not consented to the Merger and who have

otherwise taken all of the steps required by the OKBC to properly exercise and

perfect such shareholders' dissenters rights (such shares of FOKI Common Stock,

the "Dissenting Shares") shall, except as set forth below, be converted into

that number of shares of SNRV Common Stock equal to the Conversion Amount which

is computed as set forth on p. 22. All such shares of FOKI Common Stock shall no

longer be outstanding and shall automatically be canceled and retired and shall

cease to exist, and each holder of a certificate representing such shares of

FOKI Common Stock shall cease to have any rights with respect thereto, except

(i) the right to receive the number of shares of SNRV Common Stock to be issued

in consideration therefore upon surrender of such certificate in accordance with

Section 1.05, without interest, or (ii), in the case of Dissenting Shares, the

right to receive the payment to which reference is made in Section 1.04(a).

Notwithstanding the foregoing, any FOKI Stockholders (each, a "Non-Certifying

FOKI Stockholder") who fail to provide to FOKI prior to the Effective Time

either (i) the appropriate certifications and/or questionnaires that such FOKI

Stockholder is an "accredited investor" as such term is defined in Rule 502 of

Regulation D promulgated under the Securities Act of 1933, as amended (the

"Securities Act"), as determined by the Surviving Corporation and its counsel,

or (ii) an executed Purchaser Representative Agreement appointing a "purchaser

representative" (as such term is defined in Rule 501(h) of Regulation D

promulgated under the Securities Act), then such Non-Certifying FOKI

Stockholder(s) shall not be entitled to receive shares of SNRV Common Stock

pursuant to this Section 1.03(a) and in lieu thereof, shall receive cash in

amount equal to the number of shares of SNRV Common Stock such FOKI Stockholder

would have received in the Merger multiplied by a price per share of SNRV Common

Stock equal to $0.01. In addition, no fractional shares shall be issued and in

the event a FOKI Stockholder is entitled to receive a fractional share, then the

number of shares to be issued to such FOKI Stockholder shall be rounded up to

the nearest whole share; and

SECTION 1.04. Dissenting Shares.

(a) As promptly as practicable but in no event later than the 11th calendar day

following approval of this Agreement by the shareholders of FOKI, FOKI will mail

to every shareholder of record of FOKI that did not consent to the approval of

this Agreement, notice of the fact and date of the approval of this Agreement

and the Merger in accordance with the OKBC and that the shareholder may exercise

the shareholder's right to dissent from the Merger in accordance with the OKBC.

The notice shall be accompanied by a copy of the OKBC, a copy of this Agreement,

and such additional information and materials as the Surviving Corporation or

SNRV may elect to provide.

<PAGE>

(b) Any holder of shares of FOKI Common Stock who perfects such holder's rights

of dissent and appraisal in accordance with and as contemplated by the OKBC

shall not receive payment pursuant to Section 1.03 but shall instead be entitled

to receive from SNRV, the fair value of such shares in cash as determined

pursuant to such provision of the OKBC; provided, that no such payment shall be

made to any dissenting shareholder unless and until such dissenting shareholder

has complied with the applicable provisions of the OKBC and surrendered to SNRV

the certificate or certificates representing the shares for which payment is

being made. In the event that a dissenting shareholder of FOKI fails to perfect,

or effectively withdraws or loses, such holder's right to dissent and receive

payment for such holder's shares, SNRV shall issue and deliver the consideration

to which such holder of shares of SNRV Common Stock is entitled under this

Article I (without interest) upon surrender by such holder of the certificate or

certificates representing the shares of FOKI Common Stock held by such holder.

(c) FOKI shall give SNRV prompt notice of any written demands for appraisal or

payment for shares of FOKI Common Stock received by it, attempted withdrawals of

such demands and any other instruments served pursuant to applicable law that

are received by FOKI with respect to shareholders' rights to dissent. FOKI shall

not, without the prior written consent of SNRV, voluntarily make any payment

with respect to, or settle or offer to settle, any such demands.

(d) SNRV shall control all negotiations and proceedings with respect to any

demands for dissenter's rights. SNRV shall promptly pay to any dissenting

shareholder any and all amounts due and owing to such holder as a result of any

settlement or final determination by any court of competent jurisdiction with

respect to such demands.

SECTION 1.05. Exchange Procedures.

(a) As soon as practicable after the Effective Time, SNRV shall mail to each

FOKI Stockholder a letter of transmittal and instructions for use in effecting

the surrender of certificates representing shares of FOKI Common Stock

outstanding immediately prior to the Effective Time (the "Certificates") in

appropriate and customary form with such provisions as the board of directors of

SNRV after the Merger may reasonably specify. Upon surrender of a Certificate

for cancellation to SNRV, together with such letter of transmittal, duly and

properly executed, the holder of such Certificate shall be entitled to receive

in exchange therefore a certificate representing that number of shares of SNRV

Common Stock as is equal to the product of the number of shares of FOKI Common

Stock represented by the certificate multiplied by the Conversion Amount,

together with any dividends and other distributions payable as provided in

Section 1.06 hereof, and the Certificate so surrendered shall be canceled. Until

surrendered as contemplated by this Section 1.05, each Certificate shall, at and

after the Effective Time, be deemed to represent only the right to receive, upon

surrender of such Certificate, SNRV Common Stock as contemplated by this Section

1.05, together with any dividends and other distributions payable as provided in

Section 1.06 hereof, and the holders thereof shall have no rights whatsoever as

stockholders of SNRV. Shares of SNRV Common Stock issued in the Merger shall be

issued, and be deemed to be outstanding, as of the Effective Time. SNRV shall

cause all such shares of SNRV Common Stock issued pursuant to the Merger to be

duly authorized, validly issued, fully paid and non-assessable and not subject

to preemptive rights.

<PAGE>

(b) If any certificate representing shares of SNRV Common Stock is to be issued

in a name other than that in which the Certificate surrendered in exchange

therefore is registered, it shall be a condition of such exchange that the

Certificate so surrendered shall be properly endorsed and otherwise in proper

form for transfer and that the person requesting such exchange shall pay any

transfer or other taxes required by reason of the issuance of certificates for

such shares of SNRV Common Stock in a name other than that of the registered

holder of the Certificate so surrendered.

(c) In the event any Certificate shall have been lost, stolen or destroyed, upon

the making of an affidavit of that fact by the person claiming such Certificate

to be lost, stolen or destroyed and upon the posting by such person of a bond in

such amount as SNRV may reasonably direct as an indemnity against any claim that

may be made against it with respect to such Certificate, SNRV will issue in

respect of such lost, stolen or destroyed Certificate one or more certificates

representing shares of SNRV Common Stock as contemplated by this Section 1.05

and such person shall be entitled to the dividend and other distribution rights

provided in Section 1.06 hereof.

(d) If any Certificates shall not have been surrendered prior to three years

after the Effective Time (or immediately prior to such earlier date on which any

payment in respect hereof would otherwise escheat or become the property of any

governmental unit or agency), the payment in respect of such Certificates shall,

to the extent permitted by applicable law, become the property of the Surviving

Corporation, free and clear of all claims or interests of any person previously

entitled thereto.

(e) SNRV shall be entitled to deduct and withhold from the consideration

otherwise payable pursuant to this Agreement to any holder of a Certificate

surrendered for shares of SNRV Common Stock (and dividends or distributions with

respect to SNRV Common Stock as contemplated by Section 1.06 hereof) such amount

as SNRV is required to deduct and withhold with respect to the making of such

payment under the Code, or provisions of any state, local or foreign tax law. To

the extent that amounts are so deducted and withheld, such amounts shall be

treated for all purposes of this Agreement as having been paid to the holder of

such Certificate.

SECTION 1.06. Dividends and Distributions.

No dividends or other distributions declared or made with respect to

SNRV Common Stock with a record date on or after the Effective Time shall be

paid to the holder of a Certificate entitled by reason of the Merger to receive

certificates representing SNRV Common Stock until such holder surrenders such

Certificate as provided in Section 1.05 hereof. Upon such surrender, there shall

be paid by SNRV to the person in whose name certificates representing shares of

SNRV Common Stock shall be issued pursuant to the terms of this Article I (i) at

the time of the surrender of such Certificate, the amount of any dividends and

other distributions theretofore paid with respect to that number of whole shares

of such SNRV Common Stock represented by such surrendered Certificate pursuant

to the terms of this Article I, which dividends or other distributions had a

record date on or after the Effective Time and a payment date prior to such

surrender and (ii) at the appropriate payment date, the amount of dividends and

other distributions payable with respect to that number of whole shares of SNRV

Common Stock represented by such surrendered Certificate pursuant to the terms

of this Article I, which dividends or other distributions have a record date on

or after the Effective Time and a payment date subsequent to such surrender.

<PAGE>

SECTION 1.07. No Liability.

Neither SNRV nor FOKI shall be liable to any holder of shares of FOKI

Common Stock or SNRV Common Stock, as the case may be, for such shares (or

dividends or distributions with respect thereto) or cash delivered to a public

official pursuant to any applicable abandoned property, escheat or similar law.

ARTICLE II

THE CLOSING

SECTION 2.01. Closing.

Unless this Agreement shall have been terminated and the transactions

herein contemplated shall have been abandoned pursuant to Article VIII, and

subject to the satisfaction or waiver of the conditions set forth in Article

VII, the closing of the Merger (the "Closing") shall take place as soon as

reasonably practicable (but in no event on written notice of less than two (2)

business days) after all of the conditions set forth in Article VII are

satisfied or, to the extent permitted thereunder, waived, at the offices of SNRV

or at such other time and place as may be agreed to in writing by the parties

hereto (the date of such Closing being referred to herein as the "Closing

Date"). It is specifically understood and agreed that the closing hereunder is

subject to SNRV obtaining financing to pay the sum of $1,250,000 required to

complete the purchase hereunder.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SNRV

Except as set forth in the applicable section of the disclosure

schedule delivered by SNRV to FOKI prior to the execution of this Agreement (the

"SNRV Disclosure Schedule"), SNRV represents and warrants to FOKI as follows:

SECTION 3.01. Organization of SNRV and Merger Sub; Authority.

SNRV is a corporation duly organized, validly existing and in good

standing under the laws of the State of Delaware. Merger Sub is a corporation

duly organized, validly existing and in good standing under the laws of the

State of Oklahoma. Each of SNRV and Merger sub has all requisite corporate power

and corporate authority to enter into the Transaction Documents to which it is a

party, to consummate the transactions contemplated hereby and thereby, to own,

lease and operate its properties and to conduct its business. Subject to the

receipt of stockholder approval, the execution, delivery and performance by each

of SNRV and Merger Sub of the Transaction Documents to which it is a party and

the consummation of the transactions contemplated hereby and thereby have been

duly authorized by all necessary corporate action on the part of SNRV and Merger

Sub, including, without limitation the approval of the board of directors of

SNRV. The Transaction Documents have been duly executed and delivered by each of

SNRV and Merger Sub and, assuming that the Transaction Documents constitute a

valid and binding obligation of the other parties thereto, constitute a valid

and binding obligation of each of SNRV and Merger Sub, enforceable against SNRV

and Merger Sub in accordance with its terms. Each of SNRV and Merger Sub is duly

qualified or licensed to do business as a foreign corporation and is in good

standing in each jurisdiction in which the property owned, leased or operated by

it or the nature of the business conducted by it makes such qualification

necessary, except where the failure to obtain such qualification or license

would not, individually or in the aggregate, have a SNRV Material Adverse

Effect. SNRV has heretofore delivered or made available to FOKI complete and

correct copies of the certificate of incorporation and by-laws of SNRV and

Merger Sub, the minute books and stock transfer records of SNRV and Merger Sub,

as in effect as of the date of this Agreement. Neither SNRV nor Merger Sub is in

violation of its organizational documents.

<PAGE>

SECTION 3.02. Capitalization.

The authorized capital stock of SNRV consists of 100,000,000 shares of

SNRV Common Stock, $0.0001 par value, of which approximately 15,500,000 shares

are outstanding on the date hereof including authorized shares. The authorized

capital stock of Merger Sub consists of 1,000 shares of common stock, of which

1,000 shares are issued and outstanding on the date hereof. Parties acknowledge

that SNRV will issue more common shares during pendency of the contract for

cash, assets, services, financing, without limitation. No other shares of any

other class or series of SNRV Common Stock or securities exercisable or

convertible into or exchangeable for SNRV Common Stock ("SNRV Common Stock

Equivalents") are authorized, issued or outstanding. The outstanding shares of

SNRV Common Stock have been duly authorized and validly issued and are fully

paid and nonassessable and were not issued in violation of, and are not subject

to, any preemptive, subscription or similar rights. To SNRV's knowledge, none of

the outstanding shares of SNRV Common Stock was issued in violation of any Law,

including without limitation, federal and state securities laws. There are

outstanding warrants, options, subscriptions, calls, rights, agreements,

convertible or exchangeable securities or other commitments or arrangements

relating to the issuance, sale, purchase, return or redemption, whether issued

or unissued, of SNRV Common Stock. On the Closing Date, the shares of SNRV

Common Stock for which shares of FOKI Common Stock shall be exchanged in the

Merger will have been duly authorized and, when issued and delivered in

accordance with this Agreement, such shares of SNRV Common Stock, will be

validly issued, fully paid and nonassessable.

SECTION 3.03. No Violation; Consents and Approvals.

The execution and delivery by SNRV of the Transaction Documents does

not, and the consummation of the transactions contemplated hereby and thereby

and compliance with the terms hereof and thereof will not, conflict with or

result in any violation of or default (or an event which, with notice or lapse

of time or both, would constitute a default) under, (a) the terms and conditions

or provisions of the certificate of incorporation or by-laws of SNRV or any SNRV

Subsidiary, (b) any Law applicable to SNRV or any SNRV Subsidiary or the

property or assets of SNRV or any SNRV Subsidiary, or (c) give rise to any right

of termination, cancellation or acceleration under, or result in the creation of

any Lien upon any of the properties of SNRV or any SNRV Subsidiary under any

Contract to which SNRV or any SNRV Subsidiary is a party or by which SNRV or any

SNRV Subsidiary or any assets of SNRV or any SNRV Subsidiary may be bound,

except, in the case of clauses (b) and (c), for such conflicts, violations or

defaults which are set forth in Section 3.04 of the SNRV Disclosure Schedule and

as to which requisite waivers or consents will have been obtained prior to the

Closing or which, individually or in the aggregate, would not have a SNRV

Material Adverse Effect. No Governmental Approval is required to be obtained or

made by or with respect to SNRV or any SNRV Subsidiary in connection with the

execution and delivery of this Agreement or the consummation by SNRV of the

transactions contemplated hereby.

<PAGE>

SECTION 3.04. Litigation; Compliance with Laws.

(a) There are: (i) no claims, actions, suits, investigations or proceedings

pending or, to the knowledge of SNRV, threatened against, relating to or

affecting SNRV or the SNRV Subsidiaries, the business, the assets, or any

employee, officer, director, stockholder, or independent contractor of SNRV or

the SNRV Subsidiaries in their capacities as such, and (ii) no orders of any

Governmental Entity or arbitrator outstanding against SNRV or the SNRV

Subsidiaries, the business, the assets, or any employee, officer, director,

stockholder, or independent contractor of SNRV or the SNRV Subsidiaries in their

capacities as such, or that could prevent or enjoin, or delay in any respect,

consummation of the transactions contemplated hereby. Section 3.12 of the SNRV

Disclosure Schedule includes a description of all pending or threatened claims,

actions, suits, investigations or proceedings involving SNRV or the SNRV

Subsidiaries, the business, the assets, or any employee, officer, director,

stockholder or independent contractor of SNRV or the SNRV Subsidiaries in their

capacities as such.

(b) SNRV and the SNRV Subsidiaries have complied and are in compliance in all

material respects with all Laws applicable to SNRV, any Subsidiary of SNRV, its

business or its assets. Neither SNRV nor the SNRV Subsidiaries has received

notice from any Governmental Entity or other Person of any material violation of

Law applicable to SNRV, any of the SNRV Subsidiaries, their business or their

assets. SNRV and the SNRV Subsidiaries have obtained and hold all required

Licenses (all of which are in full force and effect) from all Government

Entities applicable to SNRV, the SNRV Subsidiaries, their business or their

assets. No violations are or have been recorded in respect of any such License

and no proceeding is pending, or, to the knowledge of SNRV, threatened to revoke

or limit any such License.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF FOKI

Except as set forth in the applicable section of the disclosure

schedule delivered by FOKI to SNRV prior to the execution of this Agreement (the

"FOKI Disclosure Schedule"), FOKI represents and warrants to SNRV as follows:

SECTION 4.01. Organization of FOKI; Authority.

FOKI is a corporation duly organized, validly existing and in good

standing under the laws of the State of Oklahoma and has all requisite corporate

power and corporate authority to enter into the Transaction Documents, to

consummate the transactions contemplated hereby and thereby, to own, lease and

operate its properties and to conduct its business. Subject to the receipt of

stockholder approval by FOKI, the execution, delivery and performance by FOKI of

the Transaction Documents and the consummation of the transactions contemplated

hereby and thereby have been duly authorized by all necessary corporate action

on the part of FOKI, including, without limitation, the approval of the board of

directors of FOKI. The Transaction Documents have been duly executed and

delivered by FOKI and, assuming that the Transaction Documents constitute a

valid and binding obligation of SNRV and Merger Sub, constitute a valid and

binding obligation of FOKI. FOKI is duly qualified or licensed to do business as

a foreign corporation and is in good standing in each jurisdiction in which the

property owned, leased or operated by it or the nature of the business conducted

by it makes such qualification necessary, except where the failure to obtain

such qualification or license would not, individually or in the aggregate, have

a FOKI Material Adverse Effect. FOKI has heretofore delivered or made available

to SNRV complete and correct copies of the articles of incorporation and by-laws

of FOKI, the minute books and stock transfer records of FOKI, as in effect as of

the date of this Agreement. FOKI is not in violation of its organizational

documents.

<PAGE>

SECTION 4.02. Capitalization.

(a) The authorized and outstanding capital stock of FOKI is set forth in Section

4.02(a) of the FOKI Disclosure Schedule ( the "FOKI Capital Stock"). All of the

outstanding shares of the FOKI Capital Stock are validly issued, fully paid and

non-assessable. To FOKI's knowledge, none of the outstanding shares of FOKI

Capital Stock or other securities of FOKI was issued in violation of any Law,

including, without limitation, state and federal securities laws. There are no

Liens on or with respect to any outstanding shares of FOKI Capital Stock.

(b) There are no outstanding: (i) securities convertible into or exchangeable

for FOKI Capital Stock; (ii) options, warrants or other rights to purchase or

subscribe for FOKI Capital Stock; or (iii) contracts, commitments, agreements,

understandings or arrangements of any kind relating to the issuance of any FOKI

Capital Stock, any such convertible or exchangeable securities or any such

options, warrants or rights. There is no outstanding right, option or other

agreement of any kind to purchase or otherwise to receive from FOKI, or any

stockholder of FOKI, any ownership interest in FOKI, and there is no outstanding

right or security of any kind convertible into such ownership interest. To

FOKI's knowledge, there are no voting trusts, proxies or other similar

agreements or understandings with respect to the shares of FOKI Capital Stock.

There are no obligations, contingent or otherwise, of FOKI to repurchase, redeem

or otherwise acquire any shares of FOKI Capital Stock or to provide funds to or

make any investment (in the form of a loan, capital contribution or otherwise)

in any other Person. There are no accrued and unpaid dividends with respect to

any outstanding shares of FOKI Capital Stock.

SECTION 4.03. No Violation; Consents and Approvals.

The execution and delivery by FOKI of the Transaction Documents does

not, and the consummation of the transactions contemplated hereby and thereby

and compliance with the terms hereof and thereof will not conflict with, or

result in any violation of or default (or an event which, with notice or lapse

of time or both, would constitute a default) under, (a) the terms and conditions

or provisions of the articles of incorporation or by-laws of FOKI, (b) any Laws

applicable to FOKI or the property or assets of FOKI, or (c) give rise to any

right of termination, cancellation or acceleration under, or result in the

creation of any Lien upon any of the properties of FOKI under, any Contracts to

which FOKI is a party or by which FOKI or any of its assets may be bound,

except, in the case of clauses (b) and (c), for such conflicts, violations or

defaults as to which requisite waivers or consents will have been obtained prior

to the Closing or which, individually or in the aggregate, would not have an

FOKI Material Adverse Effect. Except as set forth in Section 4.04 of the FOKI

Disclosure Schedule, no Governmental Approval is required to be obtained or made

by or with respect to FOKI or any FOKI Subsidiary in connection with the

execution and delivery of this Agreement or the consummation by FOKI of the

transactions contemplated hereby, except where the failure to obtain such

Governmental Approval would not, individually or in the aggregate, have an FOKI

Material Adverse Effect.

<PAGE>

SECTION 4.04. Litigation; Compliance with Laws.

(a) Except as would not have a FOKI Material Adverse Effect, there are: (i) no

claims, actions, suits, investigations or proceedings pending or, to the

knowledge of FOKI, threatened against, relating to or affecting FOKI, its

business, its assets, or any employee, officer, director, stockholder, or

independent contractor of FOKI in their capacities as such, and (ii) no orders

of any Governmental Entity or